HAL declares Boskalis Offer unconditional at EUR 33.00
Papendrecht and Monaco, 7 September 2022, 7:15
CET
This joint press release by Koninklijke Boskalis Westminster
N.V. ("Boskalis") and HAL Holding N.V.
("HAL Holding") is issued pursuant to the
provisions of article 16, paragraphs 1 and 2 and article 17,
paragraph 1 of the Dutch Decree on Public Takeover Bids (Besluit
openbare biedingen Wft) (the "Decree") in
connection with the public offer (the "Offer") by
HAL Bidco B.V. (the "Offeror"), a direct
wholly-owned subsidiary of HAL Investments B.V., for all the issued
and outstanding ordinary shares in the capital of Boskalis. This
press release does not constitute an offer, or any solicitation of
any offer, to buy or subscribe for any securities. An offer is made
only by means of the offer memorandum dated 23 June 2022 (the
"Offer Memorandum"). This press release is not for
release, publication or distribution, in whole or in part, in or
into, directly or indirectly, in any jurisdiction in which such
release, publication or distribution would be unlawful. Capitalised
terms used but not otherwise defined in this press release have the
same meaning as given thereto in the Offer Memorandum or, to the
extent not defined in the Offer Memorandum, the joint press release
by Boskalis and HAL dated 29 August 2022.
- HAL declares
Offer for Boskalis unconditional
at EUR 33.00
- 82.2% of the
Shares tendered or
owned
- Settlement will take place on 14 September
2022
- Offer Price of EUR
33.00 is final by law
- Remaining Shares can be tendered during
Post-Acceptance Period at same Offer
terms until 20
September 2022
Acceptance; Offer declared
unconditional
Boskalis and HAL are pleased to announce that all Offer
Conditions described in the Offer Memorandum have been satisfied
and that the Offeror declares the Offer unconditional (doet
gestand). This means that the Offer Price is final by law. During
the Acceptance Period, 28,285,416 Shares were tendered under the
Offer representing an aggregate value of EUR 933 million and
approximately 21.9% of the issued share capital of Boskalis.
Together with the Shares already held by HAL, including Shares to
which HAL is entitled (gekocht maar nog niet geleverd), this
represents a total of 106,314,654 Shares or approximately 82.2% of
the issued share capital of Boskalis. Since HAL first announced the
intended public offer on 10 March 2022, 46,589,483 Shares were
tendered or acquired representing approximately 36.0% of the issued
share capital of Boskalis.
Settlement
On the Settlement Date, the Offeror will pay the Offer Price of
EUR 33.00 (cum dividend) in cash for each Tendered Share
transferred (geleverd) to the Offeror, on the terms set out in the
Offer Memorandum. The Settlement Date will be 14 September
2022.Post-Acceptance Period
The Offeror hereby announces a Post-Acceptance Period that will
commence on 8 September 2022 at 09:00 CET and will end on 20
September 2022 at 17:40 CET. This will allow Shareholders who have
not tendered their Shares during the Acceptance Period, to do so
during the Post-Acceptance Period under the same terms and
conditions applicable to the Offer. The Offeror shall continue to
accept the transfer (levering) of all Shares validly tendered (or
defectively tendered, provided that the Offeror accepts such
defective tender) during the Post-Acceptance Period and will pay
for such Shares within five (5) Business Days following the last
day of the Post-Acceptance Period. In accordance with Section 17,
paragraph 4 of the Decree, the Offeror will, within three (3)
Business Days following the last day of the Post-Acceptance Period,
announce the number and percentage of Shares that have been
tendered during the Post-Acceptance Period and the total number and
percentage of Shares held by the Offeror.
Reference is also made to section 4.11 (Post-Acceptance Period)
of the Offer Memorandum.
Consequences of the Offer
If, following completion of the Offer, HAL, alone or together
with its Affiliates, holds for its own account at least 95% of the
Shares (and provided that there are no outstanding Protective
Preference Shares), HAL will commence statutory buy-out proceedings
to acquire the remaining Shares. Reference is made to section
5.9(b) (Buy-Out, Delisting and amendment of the Articles of
Association as per Delisting) of the Offer Memorandum.
HAL and Boskalis have furthermore agreed that, subject to HAL,
alone or together with its Affiliates, holding in the aggregate
less than 95% but at least 85% of the Shares, HAL may notify
Boskalis that it wishes to implement the Post-Offer Merger or, with
Boskalis’ consent (such consent not to be unreasonably withheld,
conditioned or delayed), an alternative Delisting structure. The
consideration per Share to be received by non-tendering
Shareholders in the Post-Offer Merger (if implemented) would to the
fullest extent possible be equal to the Offer Price, before the
deduction and withholding of the applicable Dutch dividend
withholding tax and may therefore be significantly less than the
Offer Price of EUR 33.00 (cum dividend) in cash per Share.
Reference is made to the joint press release by Boskalis and HAL
dated 29 August 2022.
Remaining Shareholders who consider not tendering or do not
intend to tender their Shares during the Post-Acceptance Period
should carefully review the joint press release by Boskalis and HAL
dated 29 August 2022 and the Offer Memorandum, in particular (but
not limited to) sections 5.9(b) (Buy-Out, Delisting and amendment
of the Articles of Association as per Delisting), 5.9(c)
(Post-Closing Measure between 80% and 95%), 5.10 (Possible
consequences of the Offer for non-tendering Shareholders) and 9.3
(Material Dutch tax consequences for Shareholders who do not tender
their Shares), which describe certain actual or potential risks and
implications to which Shareholders will or may be subject if they
elect not to tender their Shares under the Offer.
Boskalis Investor
Relations:
Martijn L.D. Schuttevâerir@boskalis.comT +31
786969310
Settlement
Agent:
Van Lanschot Kempen N.V. Attn OS / T&D/
Agency Services L-11 Beethovenstraat 300 1077 WZ Amsterdam The
Netherlandskas@kempen.com
Information Agent:
Georgeson (Computershare Netherlands B.V.) Blaak
34 3011 TA Rotterdam The Netherlandsboskalis-offer@georgeson.com+31
(0) 10 313 8909
Inside information, disclaimer, general restrictions and
forward-looking statements
This press release contains inside information
within the meaning of article 7(1) of the EU Market Abuse
Regulation.
The information in this press release is not
intended to be complete. This press release is for information
purposes only and does not constitute an offer, or any solicitation
of any offer, to buy or subscribe for any securities. The
distribution of this press release may, in some countries, be
restricted by law or regulation. Accordingly, persons who come into
possession of this press release should inform themselves of and
observe these restrictions. To the fullest extent permitted by
applicable Law, HAL and Boskalis disclaim any responsibility or
liability for the violation of any such restrictions by any person.
Any failure to comply with these restrictions may constitute a
violation of the securities Laws of that jurisdiction. Neither HAL
nor Boskalis assumes any responsibility for any violation of any of
these restrictions. Any Shareholder who is in any doubt as to his
or her position should consult an appropriate professional advisor
without delay.
Certain statements in this press release may be
considered forward-looking statements. These forward-looking
statements speak only as of the date of this press release. By
their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future, and neither
HAL nor Boskalis can guarantee the accuracy and completeness of
forward-looking statements. A number of important factors, not all
of which are known to HAL or Boskalis or are within their control,
could cause actual results or outcomes to differ materially from
those expressed in any forward-looking statement. HAL and Boskalis
expressly disclaim any obligation or undertaking to publicly update
or revise any forward-looking statements, whether as a result of
new information, a change in expectations or for any other
reason.
Note to shareholders in the United States
The Offer is made for the Shares of Boskalis and is
subject to the Laws of the Netherlands. It is important that U.S.
shareholders understand that the Offer and any related offer
documents are subject to disclosure and takeover Laws in the
Netherlands that may be different from those in the United States.
The Offer is made in the United States in compliance with section
14(e) of the U.S. Securities Exchange Act of 1934, as amended (the
"Exchange Act") and the rules and regulations
promulgated thereunder, including Regulation 14E, and the “Tier II”
exemption in respect of securities of foreign private issuers
provided by Rule 14d-1(d) under the Exchange Act, and otherwise in
accordance with the requirements of Dutch Law.
HAL, Stichting Hyacinth and HAL’s Affiliates or
entities acting in concert with HAL may, from time to time,
purchase or make arrangements to purchase Shares outside of the
Offer from the time the Offer was first publicly announced until
the expiration of the Post-Acceptance Period, including purchases
in the open market at prevailing prices or in private transactions
at negotiated prices, in each case, outside of the United States
and to the extent permissible under Law. Any such purchases will
not be made at prices higher than the Offer Price or on terms more
favourable than those offered pursuant to the Offer. Information
about such purchases of Shares will be publicly disclosed,
including in the United States, by means of a press release that
will be made available on HAL's website at
www.halholding.com/boskalis-offer.
Neither the U.S. Securities and Exchange Commission
nor any U.S. state securities commission or other Regulatory
Authority of any jurisdiction in the United States has approved or
disapproved of the Offer, passed upon the fairness or merits of the
Offer or passed upon the accuracy or completeness of the Offer
Memorandum, this press release or any other documents regarding the
Offer. Any declaration to the contrary constitutes a criminal
offence in the United States.
- Boskalis HAL - Joint Announcement Offer Unconditional
07092022
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